Hunters of Justice

Chapter One: Fall of Remnant

"Contact right!"

"Suppressive fire! Suppressive fire!"

"Gods, they're everywhere!"

"Keep firing!"

The shouts of the Atlesian soldiers were drowned out by the sounds of intense and non-stop gunfire as they fired upon the horde around them. Dust rounds, rockets and grenades flew out towards the enemy, mowing them down in droves, but their numbers were relentless and unending. As one fell, two more took its place as they edged closer and closer towards the line. The soldiers were beginning to panic, but it was a testament to their training that they did not break the line nor cease their valiant defense.

"Retreat! Fall back to the perimeter!" the sergeant shouted towards his men as the enemy grew closer.

"Sir, yes-!" a private gasped as his flagging Aura collapsed and a three-pronged metal claw pierced his chest from his back. He coughed up blood and numbly grasped at the intrusive object, futility trying to free himself even as he was lifted upwards off the ground with ease. Slowly, with feeling quickly leaving his body, the private turned his head to look at the claw's source. It was attached to a long, thin metal tube that extended out of an outstretched metal hand with two fingers and a thumb. A purple light shone from the hole in its palm, from which the extended tube emerged from. The arm itself was meaty yet more like sinew than actual flesh and bone, for that was all it was. Simply sinew under cobalt armor plating on the chest, arms, and legs. The last image the private saw was the exposed skull of the alien robot, a purple light emitting from the center of its forehead. With a pained and scared whimper, the private relaxed and went still.

"Cobalt!" the sergeant yelled as he raised his shotgun to fire, only to be gunned down by purple plasma bolts. He fell, smoking holes in his torso. His men finally panicked and began to fire wildly, only to meet the same fate. Their smoking corpses fell to the ground, joining the hundreds of other Atlesian and Valean soldiers who had been defending this chokepoint, giving their lives in a desperate attempt for time. The robots marched forward, stepping over them as if they weren't there. Hundreds more followed after them as they marched further and further into the city, pushing Vale's defenders further and further back towards Beacon Academy.

"No…" Ruby Rose whimpered as she watched the carnage unfold through her scope. She was lying prone on top of a ruined building, a bakery judging by the wrecked sign on the street below. Her once pristine red and black gothic combat skirt was torn and shredded, covered in dirt, grime, and dried blood, not to mention oil stains. Crescent Rose was in similar condition, the once mighty sniper-scythe now dented and cracked all along its body from the constant fighting.

'How did things go so wrong?' she thought as she tore her gaze away and closed her eyes. Her body was so tired. All she wanted to do was just lie down and sleep, give her body the rest it was demanding, but she couldn't. Not when an honest to gods' alien invasion was happening.

It started two days ago. Two days. That's how long it took for Remnant to fall. Atlas. Vacuo. Mistral. Kuo Kuana. All were gone, their only remains being smoking craters where once stood mighty cities. Before it happened, everything was going great. She was happy, things were simple. After all, it was the Vytal Festival. It was supposed to be that way. Students from all over the world, from every huntsmen academy, were in Vale to compete in a bi-annual showcase of their abilities and to foster peace between the kingdoms.

Her team, RWBY, and their sister team, JNPR, had easily moved into the second round and were preparing for the duo's matches when the CCT suddenly broke down. No one knew what was going on or why it happened. That's when the first ships came through the clouds. Nothing had scared her more than that one moment, when that first alien vessel, shaped like a skull with tentacles sprouting from its base, emerged from the clouds and hovered over the city. She remembered the silence that hung over everyone as they simply stared at it, awe and fear filling their souls and her own. Then, the CCT suddenly turned back on, revealing a green man clad in metallic purple. Ruby couldn't tell if it was armor or simply part of his body, possibly both. Three purple circles dotted his bald forehead in an upside down triangle, but it was his eyes that were the most striking to her. They were emotionless, calculating. Him looking upon them was less like looking at people and more like he was looking down on ants. For the longest time, he remained silent. The tension grew with each passing moment. Then, he spoke, and she could still remember the words like they were said only five minutes ago.

"People of Remnant," he said in an emotionless tone, "I…am Brainiac. Do not be alarmed, for I offer salvation. Your people, your cultures, your knowledge will be preserved for eternity, spared from the ravages of time. Do not resist."

At that, he cut the transmission. The CCT then transitioned to an image of Shade Academy, home to the largest city in Vacuo. Like Vale, it too had a skull ship hovering over it. People wondered what was going to happen, what Brainiac had meant, only for the ship to suddenly unleash a large beam straight into the heart of Shade Academy. Like a tsunami, the beam engulfed the city and everything in it, blinding everyone with its bright light before receding. When the light was gone, Shade was a smoking crater, gone without a trace. Then, the CCT finally gave out and turned to static.

That's when the screaming started.

Everything had gone straight to Hell ever since. The Atlesian ships General James Ironwood had brought with him to defend the Vytal Festival had managed to bring down the skull-ship above Vale before it could use its weapon, albeit after a massive Grimm attack weakened the vessel first, but the other kingdoms weren't so lucky. With Shade's CCT tower gone, the network had collapsed, but a stream of refugees fleeing the destruction of their homes brought with them the news of the other cities. They, too, suffered the same fate as Shade, and as each city fell, more and more ships descended onto Vale like vultures. It was only due to the increased military and huntsmen presence that Vale had lasted so long, but even then it wasn't enough. Within the first day, all of the automated Atlesian Knights and Paladins were exhausted, forcing soldiers, huntsmen, and even students to put their lives on the line.

"Ruby," she heard a voice crack over the radio. Ruby recognized it as the voice of Jaune, currently on the ground level with his team and a few others. "Ruby, they're getting closer. Are you in position?"

"Hold on," she answered as she readied herself once more. Looking through her scope, she saw as the army of Brainiac Drones marched towards their position, gunning down any soldiers who stood in their way with machine-like efficiency. It made Ruby sick to look at, but she steeled herself and took a deep breath. "Ready."

"On my mark," Jaune whispered over the radio. The army marched closer and closer, their heavy footsteps causing the ground beneath her to shake.

"Wait for it…" The army marched closer. They were now only three hundred feet away from her position, but her scope remained centered on the lead robot's head.

"Wait for it…" The army was now even closer, and Ruby could hear the whirling of gears from their mechanical bodies.

"Now!"

Ruby fired as soon as the word left Jaune's mouth and struck the purple light of the drone, exploding the head in a spray of bone, muscle, and green fluid. The other drones whirled their attention towards her and raised their arms to fire, only for a series of explosions to ripple through their ranks. Fire, shrapnel, and shards of concrete and metal sent hunks of drone flying through. The survivors were momentarily disoriented, which Ruby exploited by firing her rifle as fast as she could. With each shot, another head exploded. She was soon joined by more gunfire as the other students entered the fray.

"E.T. go home!" she heard Yang cry out as she leapt into the horde of robots. Her powerful punches rippled through the robot horde, each one breaking off chunks of metal and sending her foes flying. She ducked underneath a volley of plasma then responded with a pair of shotgun blasts, courtesy of her shotgun-gauntlets, Ember Celica. The ten-gauge shells punctured holes in the torsos of the robots, making them fall lifelessly onto the cracked concrete road. Her attackers defeated, she moved onto another group, leaping towards them with her arm reared back for a punch. She slammed into them, sending them flying, but she didn't rest. Yang continued going, moving from drone to drone, tanking every shot and blow that managed to hit her.

From behind, another drone aimed at her while Yang was preoccupied in her fighting, only for that drone to suddenly have a grapnel embedded into its chassis. A black ribbon was attached to it, and before it could react, its head was kicked clean off its shoulders. Sparks flew from the stump before it fell to the ground with a loud clunk, and Blake Belladonna ripped Gambol Shroud's blade free. She clutched it in her hand before a volley of plasma shot towards her. Her semblance took the blow for her, allowing Blake to escape without harm as she shifted her weapon into a pistol and began to fire. The small caliber bullets pinged off the drone's armor, drawing their attention as they marched towards her. Seeing how shooting them wasn't working, she shifted her weapon back into a sword and leapt towards them. She swiped at their necks, nimbly moving around the punches and volleys of the alien robots as she downed one after another. A drone attempted to attack her from behind, only for her to pull out her sheath and use it as a cleaver on its skull, splitting it in two. She quickly shifted her sword into its gun configuration and rapidly fired at the skull of another drone. It shattered under the barrage, but she didn't have time for respite as she used her semblance to avoid yet another volley.

On the other side of the street, a similar situation was unfolding as Weiss Schnee danced around a large group of drones. She skated around on her glyphs, stabbing the drones in the eyes and slicing through their necks. As another volley of plasma shot towards her, she threw up a glyph to block it then stabbed her rapier, Myrtenaster, into the ground. Large spikes of ice shot up from the ground, impaling multiple drones on each spike while also creating a wall along the street, cutting Brainiac's forces off.

"They just keep coming!" she grunted as she caught her breath. They had been fighting non-stop for the past two days. She may have gotten at most five hours of sleep, intermittent at most. The respite didn't last long as cracks started to appear on the ice, accompanied by wisps of steam. She could feel the plasma impact on the ice, and it wouldn't be long until the wall broke.

"Dammit," she breathed out and rotated her Dust cylinders to Fire Dust. Soon after, a hole was punched in the ice wall and the drones piled through. They were met immediately by Weiss' furious attacks, each one boosted by a searing flame that melted through their armor with ease. At the same time, she could hear the crack of sniper shots and the explosion of drones' heads, and Weiss allowed herself to smirk. Ruby was still on her perch.

"Good shot, Ru-ah!" Weiss screamed as she felt a searing pain on her side as a plasma bolt struck her. She fell to the ground, clutching her side as she threw out a swath of flame at her attacker. The scorching heat melted the armor onto the sinewy body and burning it into a husk. With the attacker dead, she backed herself off against the wall, clutching her wound and gritting her teeth.

"Weiss!" she heard voices yell out as more drones marched towards her. Her eyes wide, she raised up a glyph just as a barrage of plasma erupted towards her. The glyph began to crack under the barrage, and Weiss prepared to send another swath of flame towards the group, only for an explosion to erupt among them. Their shattered bodies rained all around them, leaving Weiss stunned as she looked upon the carnage.

"Weiss! Come on, we've got to move!" she heard someone yell at her as they lifted her to her feet. She turned her head to see it was Jaune Arc, a trickle of blood running down his head. Behind him, Pyrrha Nikos was firing her rifle at the robot horde, each shot striking the head and exploding it. In the beginning of the siege, the first time she had crushed an entire platoon of robots with a surge of her Semblance had been awe inspiring, but at the same time had left her too drained to help fend off the next wave that immediately followed. After two days of near constant battle, she was fighting conservatively to save her energy. At the same time, Lie Ren was firing Stormflower at full auto on the oncoming horde, jumping and flipping over flung tentacles and plasma volleys. In sync with her partner's movements, Nora Valkyrie was firing grenades towards the horde, thinning them with each blast, yet the horde kept coming. With a wicked grin, Nora shifted Magnhild into a hammer and began to swing with reckless abandon. The hammer blows crushed the drones like paper, and with each swing more fell.

"Nora, duck!" Pyrrha shouted, and Nora immediately complied. Pyrrha fired Miló at the drone aiming at Nora's back, two rounds striking the chest and the third shattering the skull. Another fell upon Pyrrha, who swiftly shifted her rifle into a sword and cleaved through the torso with ease. Another came up on her, so she threw Akoúo̱ towards it, the shield embedding itself halfway into the chest as she stabbed up through the head of another drone. Another drone came from behind and aimed its hand towards her head, only to have the blade of Crocea Mors stabbed through its chest. Jaune then checked his shield against the body, forcing it off while he swung towards another.

"Thank you," Pyrrha said as she pulled her shield back towards her with her Semblance, dodging the punch of a drone as she kicked it away, the force of her kick caving in the chest.

"No problem," Jaune responded as he brought his shield up against a plasma barrage. The metal glowed from the searing heat, but it held as he charged towards the enemy. He smashed his shield against a drone, knocking it to the ground before he stomped on its head, crushing it underfoot. Hearing the whirl of another drone, he swiveled around and slammed his shield into another, knocking the head clear off. He then swung his sword like a cleaver, only for the blade to get stuck in the chest.

"Shit!" he grunted as he tried to free his sword, but it wouldn't budge. From the corner of his eye, he noticed another drone raise its arm towards him, forcing him to abandon his attempt and bring up his shield as the bolt shot towards him. The blast struck his shield yet still knocked him to the ground. In a daze, he attempted to pick himself off his feet, only for another drone to lift him up and throw him against a nearby wall, knocking the breath from his lungs.

"Guah!" he grunted as he fell to the ground. The drone raised its arm and prepared to fire, only for a spike of ice to erupt from its back. The ice quickly spread and encased the drone in a solid sheet of ice. One pointed strike later, and the drone crumbled, revealing his savior to be a panting Weiss.

"Thanks," Jaune groaned as Weiss helped him to his feet.

"You're welcome." She nodded then leapt back into the fray while Jaune moved to grab his sword. He pulled, but the blade would not budge.

"Here, let me," Yang said as she gripped the sword and pulled. With a squeal, the blade was freed from the chassis, and with a tired smirk she handed the ancestral weapon back to him. Jaune nodded and the two blonds ran over to the others.

"How we doing?" he asked while taking cover along the still standing ice wall, albeit one with significant cracks and chunks missing. "Ruby, what do you see?"

"They're pulling back," Ruby said over the radio, the crack of her sniper rifle ringing out as she felled another drone. "We're clear, for now."

"Thank the gods," Jaune let out a breath he didn't know he was holding and allowed himself to sit down in rest. Around him, the others let out breaths of their own and collapsed to the ground.

"Hold on, I'm coming down to you guys now," Ruby declared. With tired smiles, the others saw Ruby disperse into a cloud of roses, quickly bringing her to street level before solidifying. She then ran over to the others and sat down next to them, panting the entire time.

"Well," she said through pants, "we did it. I told you guys the plan would work."

"Yeah, but for how much longer?" Jaune asked, his tone much less hopeful. Ruby frowned slightly before shaking her head.

"Hey, don't think like that. We held them here, we can hold them elsewhere."

"Ruby's right," Nora added. "Just wait and see, we'll force these guys back!" Although she said it through a smile, everyone could tell it was strained. The stress of the past few days had been weighing on all of them heavily, and try as they might, Ruby and Nora could only do so much. Seeing everyone's spirit's drop, Yang narrowed her eyes and stood up.

"Well, whatever happens, moping around isn't going to save the day," she declared, drawing everyone's attention. "We're alive, and we're together. Right now, that's all that matters." Everyone stared at Yang for a moment. Only then did they allow faint smiles to appear on their faces.

"Yang's right," Ren said. "We're together."

"Right." Jaune nodded then stood up. "So, we should probably—"

A rumbling sound interrupted Jaune, and the huntsmen-in-training went still. For a moment, they thought it was Brainiac's army returning faster than they expected, only to realize it was coming from behind their lines. Then, a convoy of Atlesian forces, consisting of one of the last remaining Paladins and backed up by Valean militia and faunus wearing White Fang masks appeared from around the street corner, and the students let out a sigh of relief. As the convoy stopped in front of them, an Atlesian lieutenant marched over to them.

"Sir," Jaune said, giving the military man proper respect.

"Huntsmen," the lieutenant saluted. "New orders from Beacon. You are to fall back to Defensive Point Epsilon."

"What?" Yang sounded incredulous. "We held our point. Hell, we kicked their metal asses!"

"And we are grateful for the time you bought us," the soldier countered, "but with all due respect, ma'am, your group isn't the only checkpoint. Others didn't fare so well." The students went quiet, letting the information sink in.

"Wh…where?" Ruby asked, her voice low. The lieutenant sighed and took off his helmet.

"We've suffered heavy casualties in Sectors Five through Nine, and Brainiac's forces broke through in Sectors Two, Four, and Ten, forcing them into retreat. Sector One was completely lost with all hands."

The man's words reverberated through the huntsmen-in-training. "I…" Ruby sputtered, and the lieutenant placed his hand on her shoulder.

"I'm sorry." He put his helmet back onto his head. "The APC will take you to your next location."

"What about you?" Jaune asked, a sinking feeling in his stomach.

"We're here to buy you time." The man's voice was slightly hitched but remained firm. Honorable for a man who knew he was about to die. Jaune clenched his fist and looked away while Yang looked up and shook her head sorrowfully. Without another word being said, the lieutenant escorted the students to the back of the APC, where they silently sat down inside.

"Lieutenant," Yang called out to the soldier, who was about to close the APC hatch. He stopped and looked at her, slightly confused. "Give 'em hell."

The soldier cracked a smile. "We will." With those final words, he close the hatch and locked it. Two knocks followed, and the students felt the APC roll away, the roar the engines drowning out their silence. The empty noise remained for several minutes, everyone having blank looks on their faces, until Jaune suddenly and violently punched the hull beside him in anger, leaving a noticeable dent in the metal.

No one said anything, for none blamed him.

Inside Beacon Academy, what once was a sanctum of learning for humanity's defenders was now a bustling mess of nurses, doctors, and soldiers looking over wounded and battle reports alike. Every room, dorm, and classroom was now filled with refugees and the wounded, while military personnel and huntsmen hurried with orders. In the Beacon Amphitheater, where students once stood and formed their teams, everything had been ripped out to make room for military monitors and radio equipment. With the CCT down, it was all they had.

In the center of the room was a large holographic table with a sharply dressed man hovering over it. His once pristine white suit was now torn and shredded, revealing the cybernetics underneath on one side of his body. His eyes were bloodshot, and his fingers tightly clenched the metal table.

"General," a white-haired woman approached him, a noticeable limp in her gait.

"Specialist Schnee," he responded, his eyes never leaving the table. "How close are they?"

"We have stalled them five miles out from the Beacon perimeter. The rest of the city is overrun or about to be." Winter's voice remained firm, but noticeable cracks appeared in the immaculate surface. "We… We think we can last for another few hours at most before we exhaust our supplies."

General Ironwood remained silent and stared at the holographic map of Vale in front of him. On it, a handful of blue islands were surrounded by a sea of red, and green dots were quickly swallowed by purple.

"How are the evacuations?" he asked.

"More are still trickling into Beacon and our other safe zones. We believe most have arrived."

"How many have not?"

Winter paused before recomposing herself. "We believe there to be still roughly a thousand individuals still trapped in the city." Winter stopped, and the air got heavy. "Sir, if I may, I suggest we—"

"Order all combat personal and huntsmen to reinforce the defensive line," Ironwood interrupted her. "They are to buy as much time as possible for those civilians to reach safety. Retreat as slowly as possible."

"Sir, that would exhaust us even further," Winter pleaded. "We already have as many people in safe zones as possible. We would be better served to—"

"Reinforce. The line." Ironwood was cold and uncompromising. Winter took a step aback before nodding.

"Yes, sir." She saluted then walked away to give his orders, and James Ironwood sighed.

"Dammit. Dammit." He scowled as he looked upon the map.

"She's right, you know," a gruff voice softly called out to him. Ironwood turned to look at its owner, one Qrow Branwen. He, like all the others, was covered in dirt, grime, and dried blood, his clothes having turned even more ragged from walking on crutches. Beside him was the ever calm Professor Ozpin, his glasses cracked and using his cane more heavily than just a few days before, an exhausted Glynda Goodwitch, one of her arms in a sling, and Taiyang Xiao Long, both of his arms in heavy casts. His thoughts briefly drifted towards Raven Branwen, the person who managed to get Tai off of Patch Island and into Vale so quickly, only to dourly note that she disappeared soon after. Whether she had gone into hiding or was dead, he did not know.

"I do not have time for this, Qrow." Ironwood scowled and turned back to the hologram. "Unless you have a suggestion on how to stop this, leave. I can't afford any distractions right now."

"James, stop," Tai called out, his voice gentle. "You are destroying yourself."

"He's destroying us!" James suddenly shouted, halting all other techs as they looked towards him. "Vale is the only kingdom left, and I'll be damned before I just let it fall!"

"And you have done admirably," Glynda responded. "No one could ask more of you. But I cannot just sit by and let you destroy yourself over a battle that is already lost."

"We have not lost!" James barked back, but Ozpin shook his head.

"James, please," Ozpin's voice was full of regret and he was bordering on tears, but he continued anyway. "Vale has already fallen. Simply throwing more lives into the meat grinder will not save it."

"Do not say that!" The general marched over to the professors. "Vale has not fallen! Not yet, not while we can still fight!"

"Do you think we don't want to believe that?" Qrow asked, gently grabbing Ironwood's shoulder. "Believe me, there is nothing more that I want to believe, with every fiber of my being, that we can possibly win this. But we can't. Not like this."

"I…" James ripped his arm away from Qrow's and prepared to retort, only for the words to stop in his throat. "I…I can't just… If Vale falls…"

"Then Remnant falls," Ozpin finished mournfully. He gazed at his cane. "I prayed this day would never come, but…" He couldn't finish, and James looked at his friend with regret.

"Do…" Ironwood managed to speak once more, turning towards the technicians. "Have there been any reports on Grimm activity?"

"I…" the tech in question wheeled back towards his monitor and quickly read through it. "None, sir. There has been no Grimm activity around Vale since the initial attack and repulsion."

"Why haven't they come back?" Ironwood muttered and Ozpin sighed.

"She has already fled," he declared and Ironwood turned to face him.

"You think she's working with Brainiac?"

"No, if she was then the Grimm would have joined in the assault as peers, not as enemies." Ozpin shook his head. "How or why, I do not know. Maybe she managed to use what remains of her powers to escape her imprisonment. Perhaps he managed to succeed where we have failed and located her for either capture or elimination. Or, more worrisome, some other outside party took her. I do not know which is more likely, and that terrifies me."

"I…" Ironwood walked back over to the table, the others following him. "I know what you want me to do. You want me to surrender, attempt to save as many lives as I can in the hopes he'll be merciful. But I can't, not after what he did to Shade, Mistral, Kuo Kuana…Atlas." His breath hitched at the mention of his destroyed home, but he soldiered on. "If Vale… If Remnant is going to fall, then we're going to make the bastard bleed when he does it."

Ozpin sighed. "I wasn't going to suggest we surrender. All of us agree that the possibility of peaceful coexistence with Brainiac vanished along with Shade. I was going to suggest that we consider other options." Ironwood groaned and shook his head, knowing exactly where Ozpin was going once again.

"Ozpin, we've been over this. A boarding action is suicidal folly, and I will not authorize that."

"James, please," Tai pleaded. "I don't like the idea any more than you do, but—"

"Sir!" a tech called out to them. "A massive force is bearing down on the defensive perimeter! Defensive points Delta, Gamma, Epsilon, Sigma and Omega! They are larger than estimates predicted!"

"What!" Ironwood looked at the map to see what the tech was referring to. What he saw caused his heart to seize. An unending wall of purple was racing towards the thin green wall. He looked at Ozpin, looking for guidance, only to feel a hand clasp his own. He looked to the side to see Glynda's sad green eyes boring into his own, and he sighed.

"I am ordering the activation of Plan G," he declared to gasps all around. "Evacuate all personnel to Beacon and other safe zones within the line, and have the Pride of Atlas launch all remaining munitions upon the city."

"Sir, that…that will destroy half the city!"

"And take as many of them out as we can along with it," Ironwood's response was firm and the tech gulped.

"I…yes, sir. Right away." The techs began radioing pilots and officers, informing them of their upcoming orders, while Ironwood sagged downward.

"Dammit." Ironwood felt Ozpin place a comforting hand on his shoulder. It didn't help in the least. "First, we lose Shade. Then, we lose all the other kingdoms, and now…we lose everything." Qrow offered his flask to the general who, after taking a moment to look at it, took the container and began to drink.

After the APC dropped the students at Epsilon, the air was quiet. Only the sound of distant gunfire and explosions could be heard, for none were speaking. They toiled away as they prepared, placing charges and setting up vantage points.

"…this is such Grimm shit," Yang muttered as she hefted another concrete slab into position. Things weren't supposed to end this way.

"I agree with that," Jaune said as he helped her set up the wall. "You know, when I came here, I thought many things would happen. I thought I'd fight Grimm, get stronger, maybe get a girlfriend. Oh yeah, get caught for using forged transcripts."

"You used forged transcripts?" Yang raised an eyebrow, and Jaune shrugged.

"Yeah, I did, like a dumbass, but it doesn't really matter now…" Jaune trailed off in regret and worry. He wondered whether or not his family managed to make it to safety.

"…No, no it doesn't." Yang nodded, sensing his distress. She decided that trying to add some joviality to the situation was appropriate. "Does explain a lot of things, though."

"Yeah… Still, I didn't expect this."

"None of us did," Ren said, setting up a pile of sandbags.

"The alien invasion, or the end of the world?" Blake asked as she broke down a wall to mount a heavy autocannon turret, courtesy of the APC crew.

"Both," Weiss answered as she used her glyphs to lift up rubble to form part of the wall.

"Don't say that," Ruby chastised her team. "The world's not going to end. You'll see!" She tried to sound hopeful, but that hope was quickly disappearing and they could tell. Nora's optimism, once a shining light, was now gone as she silently placed charges.

Jaune sighed. "Ruby, I—" He was cut off by the crackle of his radio, and he quickly brought it to ear. "This is Jaune."

"All personnel, we are activating Plan G. All forces are to evacuate immediately to minimum safe distance before rendezvousing at Beacon Academy," a voice over the radio said.

"What did he just say?" Yang asked, incensed at the order. "Did he just say to retreat?"

"Say again? You are telling us to retreat?" Jaune asked over the radio.

"That is affirmative, huntsmen. Your orders are evacuate immediately. A bullhead is on its way to your position. ETA, ten minutes."

"I…yes, sir." Jaune clicked off the radio and everyone remained silent. Finally, Nora softly spoke.

"This is it," she said, all hope now gone. "This is the end. We've lost."

"We have not lost yet!" Ruby shouted, drawing everyone's attention. "Not while we can still…" Ruby stopped as tears formed on her eyes. At once, her sister embraced her as the youngest of them began to cry. Everyone looked on with sadness, and Jaune tore his gaze away and towards the city beyond their makeshift wall. It occurred to him then that it might very well be the last time he did so, and he tried to burn it into his memory.

"Wait…" Jaune softly said as something caught his eye. Blake turned to look at him and walked over.

"What is it?" she asked, trying to see what he saw.

"I thought I saw something…there." He pointed to a building a couple hundred meters away that was collapsed into a pile of rubble, and Blake strained her eyes to see.

"Ruby?" she softly asked. "Can I see Crescent Rose for a second?"

"Uh…" Ruby wiped away tears and removed herself from her sister's embrace. "Sure. Why?"

"I need to see something." Instead of handing the sniper over, Ruby collapsed it and extended the scope to look down herself, aiming where Blake and Jaune were staring.

"The collapsed building, right?" She asked. "I don't see… Wait, I see something." Ruby's declaration drew everyone's attention as they looked towards the building. "It looks like a… Oh, no."

"What? What is it?" Jaune asked in apprehension. His alarm grew when Ruby collapsed her weapon completely and leapt over the wall and sprinted towards the building. "Ruby! What are you doing?!"

"There's people trapped under there!" she shouted back as she neared the building, and everyone paled.

"Shit!" Jaune cursed. Yang was already over the wall, leaving the others behind, and Jaune could begin to feel the ground beneath them. He recognized the thuds as the sounds of the alien army marching towards them, and his eyes widened before narrowing.

"Pyrrha, get on top of that building and provide overwatch to Ruby and Yang!" Jaune ordered. "Nora, go out there and help clear the way! Ren, go with her and make sure nothing gets close!"

"On it."

"Aye-aye!

"Understood."

His team immediately left to perform their assigned tasks, leaving Jaune behind with Blake and Weiss behind.

"I'll go and slow them down any way I can," Weiss declared, rotating her Dust to ice. "Blake, stay here and guard the wall."

"Got it." Blake nodded as did the heiress, who used a glyph to leap over the wall and out of sight. The faunus turned towards Jaune, who was walking over to the emplaced autocannon. As the stomping grew louder, he realized they didn't have much time.

"Any suggestions?" Blake asked. Jaune responded by chambering the autocannon.

"Hold 'em off."

Ruby raced through the ruined streets towards the destroyed building. It was becoming clearer now, and she could see the hole in the collapsed rubble that formed a small cavern. She skidded to a halt in front of a narrow opening and peeked her head inside.

"Hello?" she called out soothingly. "It's okay, I'm a huntress. I'm here to get you all to safety." At first, she heard nothing. Then, she heard a quiet rusting and displacement of rubble, and a small head showed itself. It was a young girl, a wolf faunus judging by the pair of ears on her dark head.

"Hey," Ruby said. "It's okay, I'm here." The faunus girl said nothing but stared at Ruby, fear in her eyes. The huntress continued. "We're going to get you out, okay? How many are with you?" The girl remained silent before slowly shaking her head and extending one finger. Ruby's heart dropped but otherwise didn't show it.

"Just you?" The girl slowly nodded. "You're a very brave girl. Stay still, okay? I'm going to get you out."

"No…" the girl whimpered and retreated further. "Monsters out there."

"I know, there are monsters out here," Ruby said. "But I'm a huntress. Killing monsters is what I do, and trust me. I will not let any monsters harm you, okay?" The girl remained silent, but then moved closer to the hole. Smiling, Ruby outstretched her hand towards the young girl.

"Do you trust me?" she asked, and after a moment of hesitation, the girl took her hand and nodded. "Thank you. Now stay still. I'm going to get you out of there."

The girl nodded once more and released Ruby's hand. The red huntress then moved into a squat and placed her hands on the underside of the largest piece of rubble she could find. She attempted to heave, but the rubble was too heavy and it didn't budge.

"Urk!" Ruby grunted as she continued her attempt, her face turning red from the exertion. Suddenly, she heard footsteps behind her and a flash of yellow and pink, then two more pairs of hands joined her in lifting the rubble. Ruby smiled, immediately recognizing Yang and Nora, and slowly the three of them lifted the rubble off of the ground. A white glyph appeared over the girl, preventing a cave in as she stared at them in wonder.

"Come on, kid!" Yang said as she struggled to keep the debris aloft. "It's way better out here than it is in there."

"Trust us!" Nora continued.

"Come on." Ruby crouched down and extended her hand towards the girl. Slowly, the girl grabbed back and Ruby pulled her free. As soon as her feet passed the threshold, Nora and Yang released their grip and allowed the rubble to collapse back down and send up a cloud of dust. They all coughed and the girl clung to Ruby like a lifeline, and once the dust settled they all looked at her and smiled.

"Good job, kid," Yang smiled.

"Guys, I hate to break the heartwarming moment," they heard Jaune's voice over the radio, "but they're almost here. You need to get over here, now."

"Jaune is right," Ren said. "We need to get behind the wall and get her to safety.

"Okay." Ruby nodded then turned towards the girl. "Can you walk?" she asked, and the girl shook her head. A quick look down revealed why and Ruby winced. The girl's right ankle was twisted and swollen. It likely broke when the building came down.

"Jaune, we have a problem," Yang called over the radio as she looked at the girl's injury. "She has a broken ankle. She ain't walking anywhere."

"Dammit," Jaune cursed. "Okay, uhhh… There might be a nearby flight heading back to Beacon. She can hitch a ride with them."

"And we'll see them out," Ruby declared and the others nodded. "Okay then. Jaune, call it in. Weiss, slow them down any way you can. Yang, Nora, help her out. Ren, cover me."

"Got it, boss!" Yang mocked saluted alongside Nora as they ran out onto the street, taking cover behind concrete pillars. As they did, Weiss stabbed her rapier into the ground and created another wall of ice, cutting off the enemy advance. The stomps grew louder, and Ruby began to run towards Jaune, Blake, and Pyrrha, holding onto the girl as she did.

"Hit the deck!" she heard Jaune yell as the first attacks struck. The ground shook and the ice wall cracked as the alien drones threw themselves against the icy barricade. Weiss grit her teeth and added more ice to the wall, but she knew it wouldn't last much longer.

"Hurry!" she yelled through gritted teeth. Nora began shooting grenades over the wall, each explosion sending chunks of metal flying into the air. A few drones attempted to climb over the wall, only for Yang to shoot them down with shotgun shells.

Ruby ran faster and the girl started to whimper in fright. The huntress didn't have time to comfort her as she neared the wall, only for the building to the left of her to explode outward. She disappeared into a dash of petals to avoid the flying debris before reforming herself and gasping at a wave of drones rushing towards her.

"Shit!" Jaune yelled as he swiveled the autocannon towards them. He squeezed the trigger and opened fire. The heavy rounds tore through the alien horde, ripping them to shreds. He was joined by Pyrrha's sniper fire as Blake leapt over the wall towards Ruby and the young faunus. She gestured towards them, and Ruby ran over and finally cleared the wall, volleys of plasma racing towards her as she ran. Each shot caused the concrete to bubble but she managed to clear the concrete barrier without injury. The girl was now screaming at this point, but Ruby paid it no heed as she rushed the girl to safety.

"Stay here," she ordered to the young faunus as she placed her down on the ground. The girl looked up at her in awe as Ruby unfolded Crescent Rose into a scythe, twirled it around her and rested the scythe end on the ground behind her back, the handle sticking out above her shoulder. Ruby smiled at the girl's look then disappeared into a cloud of petals as she rushed towards the alien robots. She emerged in the middle of a large group of drones, who immediately turned to face her. Ruby acted first, twirling her weapon around in fast, wide arcs, cleaving the robots into many pieces that fell to the floor with a loud clatter. A barrage of plasma bolts shot towards her, but she fired her weapon at another drone, using the recoil to hurl herself away from the barrage and make the plasma strike another group of drones instead. As she landed, she pivoted and swiped her scythe at another group of drones, bisecting them at the waist.

Jaune continued to fire the autocannon non-stop, each round sending chunks of metal hurtling around like missiles. A few managed to fire off plasma bolts near him but he paid them no heed as he simply aimed his giant gun towards the shooter, disintegrating them instantly. Out of the corner of his eye, he could see Nora, Yang, Ren, and Weiss rush back towards them, the ice beginning to break as they ran. Drones began to appear over the top, only for Pyrrha to shoot them down with her rifle as soon as they did, covering their escape. At the same time, Nora was firing grenades towards the horde in front of them, each explosion sending chunks of metal hurtling skyward in wide arcs.

Ren fired Stormflower as he ran, shooting multiple bullets into any drone that came his way. A few got close, only to receive a swift barrage of kicks and knife slashes from his pistol's bayonets for their trouble, cutting them into ribbons. He bicycle-kicked one drone's head off and sent it flying upward. In the same movement, he twirled and sliced another's arms and head off the torso, then spun around to deliver a powerful spin kick on the descending head from before. It hurtled outwards from the force and impacted the chest of another drone, caving it in and sending the robot flying backward into another group and knocking them onto the ground.

Yang was on them instantly, delivering a downward punch that struck the concrete with enough force to send waves of cement out from around her. Each wave sent the drones flying upward. They were quickly picked off by Pyrrha, who expertly fired upon each of them, each shot finding their mark and striking a critical area, usually the head. She aimed at the last one, only for purple jets to erupt out of the hands, feet, and back, up-righting it in midair and making it hover.

"They can fly!" Pyrrha shouted as she dove off the balcony, firing her rifle at the drone as she plummeted to the ground below. The shots penetrated the torso and sent it careening to the ground. Pyrrha rolled right before she struck the pavement, allowing her to land on her feet. She immediately used her momentum to hurl her rifle, now shifted into a spear, into another drone that had flown behind Jaune, impaling it to a wall.

"Thanks!" Jaune shouted over the roar of the autocannon. He body was shaking from the recoil, and the barrel was beginning to turn red hot, but he continued to fire. As he did, more and more robots fell to the ground with gaping holes in their bodies as the heavy rounds tore through them, but they kept coming over the ever increasing pile of robotic bodies. Jaune still kept up his fire, only to hear a dreadful clicking noise instead of a loud bang.

"Out of ammo!" He yelled as he finally let go of the trigger. He then had to duck underneath a barrage of plasma striking where his head once stood. Many hit the autocannon, warping the metal and rendering it useless. "Dammit!"

"Eyes above, Vomit Boy!" Yang shouted as she leapt over the concrete wall. A volley of plasma shot out behind her, a few hitting her but impacted only her Aura. A few drones attempted to climb over the barrier, only for Yang to shoot them off with a pair of shotgun blasts. She then took the time to quickly reload her weapon with more shells, a confident smirk on her face she completed the action effortlessly.

"That's always- Look out!" Jaune tackled Yang to the ground as a drone landed behind the yellow huntress. A volley of plasma ripped through the air where her head once stood and as the two blonds rose to their feet, more drones landed nearby and took aim. Yang quickly charged one and delivered a powerful haymaker on one, its strength boosted from a spent shotgun shell. At the same time, Jaune rushed another and sliced his sword through the skull, sending it to the ground as he twirled and brought up his shield to intercept another volley of plasma. The drone continued to fire as it walked towards him, but he held his ground and stood upright. Once the drone was in close enough range, he thrust forward and stabbed the torso of the drone, severing the spine and causing it to fall forward limply, ripping the sword from Jaune's hands in the process.

"Oh, come on!" he yelled as he flipped the drone over to pull the sword out. Just as he began to pull the sword free, he was tackled by another drone, forcing him to his back. It began to wail on him with heavy blows, forcing Jaune to cover his face with his shield. The powerful punches began to dent the scorched metal, and with a grunt he grabbed a robotic arm with his free hand, collapsed the shield, rotated it so that the pointed end was facing outward, then thrust the collapsed shield into the drone's skull. He then expanded it, causing the shield to erupt into its full size and shattering the skull in the process. Shakily, he rose to his feet and pulled his sword free of the fallen drone before rushing forward to join the others.

"Stay! Back!" Nora yelled as she rained hammer blows on the horde in front of her. She had long run out of grenades and thus had to resort to melee. That was fine with her. Allowed for some much needed dispensing of justifiable rage. She barely felt the sting of the plasma striking her as she charged towards another group and swung, the heavy blow sending their crumpled and mangled bodies flying. With one small group down, she ducked under another volley of bolts and charged towards the next group. Jumping up into the air, she slammed Magnhild's head onto the concrete road with enough force to send a shockwave across the pavement. Jagged spikes shot out from the ground, first in a narrow path then widening out, and impaled several drones in the way and sending others stumbling back. With a wild look on her face, Nora's hands lowered to the bottom of Magnhild's shaft and spun around in a circle. At the end of her spin, her hammer slammed into the concrete spikes, shattering them and sending the fragments flying forward. The shrapnel peppered any drone caught in the line of fire, holes and sparks appearing as each blow hit before they fell down.

"Strike!" Nora smiled before dodging another volley. Before she could counter, a red blur shot forward in a burst of rose petals before coalescing into Ruby. A scowl marred her face as she sliced through one drone after another. As she cleaved through the horde that surrounded them, gunshots rang out from her weapon with each swing, the powerful bullets punching massive holes through multiple drones at once. Several claws shot out towards her, but she burst into petals to dodge and reappeared to kick one in the head. Using it as a springboard, she launched herself into the air, firing as she descended. The drones exploded from the force of the heavy bullets, and as Ruby landed, her weapon shifted back into scythe-form. She became a swirl of bullets, metal flashes and rose petals as she swung, shot, and cleaved her way outwards like a hot knife through butter. When she ended, all that was left was metal limbs and split chassis.

"…Whoa," Jaune muttered as he gazed upon the scene, the action dying down for a precious moment. How long it would last, he had no idea, but he would cherish it. He then heard the screech of his radio and fumbled for it before bringing the device to his ear.

"This is RWBY/JNPR, in need of immediate evac from Defensive Point Epsilon!" Jaune yelled into the radio. "We have a wounded civilian child in need of immediate extraction!"

"Roger that, RWBY/JNPR. E.T.A., sixty seconds. Be advised, we only have room for the civilian. You'll have to find your own bird, over," a woman's voice said over the radio and Jaune nodded.

"Roger that, ma'am." Jaune clicked the radio off and jogged over to his friends, a noticeable limp in his stride. "Guys, a bullhead is on its way for the girl. Will be here in a minute, but we'll have to stay behind and wait for ours, which should be here in five minutes. Only enough room for the girl."

"Fine by me," Nora darkly muttered as she kicked a drone's head off its shattered body. It landed next to Yang's feet, who, after a moment of thought, brought her foot down upon it with a loud crunch. As the others all sat down, exhausted, Ruby walked back over to the cowering girl, still hidden in the same spot as before. She looked upon the huntress with wide eyes, filled with a mixture of fear and awe.

"Hey," Ruby gently said as she crouched, "someone's coming to pick up you, alright? They're going to get you to safety, but we have to stay here."

"Why?" the faunus girl asked, and Ruby smiled.

"Well, there's not enough room for us big kids, but you're the perfect size." Ruby stood up and smiled. "Besides, someone has to make sure the monsters don't get you."

The girl remained silent and stared straight into Ruby's silver eyes. Finally, she began to softly speak, "And that's your job."

"That's right, it's my job." Ruby's smile widened and she gently picked up the girl. Together, they walked towards the center of their defensive point and waited. Pretty soon, they could hear the roar of a bullhead's engines, and soon saw it descend towards them. It was flying low, with some smoke billowing from its engines, but nothing too serious. Still, Ruby could see how packed it was. They definitely wouldn't be able to fit all of them. When the bullhead finally landed, the doors opened and a squad of soldiers all hopped out, each one sporting scorch marks on their armor from the plasma bolts. Alongside them were a few students, ones she immediately recognized.

"Coco," Ruby announced as she walked over with the girl in hand. Ruby winced as she took in the sight of the second-year. Dark bags hung under her eyes, the signature shades that would've covered them long gone, and her once pristine outfit was now absolutely torn and shredded. Her chaingun was dented and bent in several places, and a large bruise covered her exposed left shoulder. It looked as though it extended to much of her torso, if not her entire body. Behind her, the rest of team CFVY and what appeared to be team CRDL, of all people, were not in much better shape. Russel Thrush in particular was lying in a stretcher, an IV line extending out of his arm while his bruised and battered team watched over him.

"Ruby," Coco said, cracking a faint smile. "Gods, you look like crap."

"Feel like it, too." Ruby smiled back and gently handed the girl to Coco. Her face then turned serious. "You guys stay safe, alright?"

"Don't worry, we will." Coco nodded, as did the girl.

"Thank you," she softly said with a faint smile, and Ruby smiled in turn.

"Just doing my job," Ruby said. "We'll see you all back at Beacon." What came after was left deliberately unsaid, but Coco nodded anyway.

"Sure thing." With one final nod, Coco turned around and walked back to the bullhead, stepped aboard then sat down with the girl on her lap. As soldiers piled back in and the doors slid closed, Coco and the girl waved goodbye, and then the aircraft took off towards Beacon. Ruby sighed as it flew further and further away before disappearing in a large smoke cloud. Now gone from view, she turned around and limbed back to the others, who were all watching the departing bullhead, even then.

"Guys," she called out to them. At once, their eyes swiveled towards her, and Ruby took in a deep breath. "I know it looks bad, like it's the end of the world. For all we know, it might very well be. But, look at what we just did. In all this chaos, we just saved a little girl. That means something. It means that we aren't done, that we aren't finished. We can, and will, pull through this! If we can save her, we can save everyone else." The others all perked up slightly at that, but their despair was still evident.

Steeling herself, Ruby let her eyes scan towards Brainiac's mothership as it hovered ominously over the city. Like the others, it too was a large skull-shaped vessel, only it dwarfed all the others. Every so often, an explosion could be heard as an Atlesian fighter attempted to shoot it down alongside the last remaining Atlesian warship, but so far nothing had worked. If she had to guess, a large, concentrated barrage might be able to punch a hole in its armor, but from what she had heard, the mothership's armor had some kind of regenerative property, quickly sealing any holes that were made. As such, such a barrage was discarded in favor of the so-called Plan G, which involved deploying every single Dust Missile and explosive left to level the city in a scorched earth tactic straight out of the Great War. It would destroy most of Vale.

Ruby sighed and broke herself out of her depressing thoughts. "Jaune, how much longer until our bullhead?"

"I guess…two more minutes, give or take." He shrugged then stood up, stretching out his arms then cautiously looking around, stopping at the mothership's visage. "That thing gives me the creeps."

"You and me, both," Yang concurred with a shiver. "It feels like its staring at me."

"Agreed," Ren stated. Noticing that Pyrrha was awfully quiet, the Mistralian boy turned to look at the champion, who was kneeling over a downed drone and holding its head in her hand. "Pyrrha, is something the matter?"

"…Yes, actually." She stood up, weapons in hand. "Does anyone else get the feeling that it was too easy?" The others all looked at each other in confusion then back at her.

"I'm…not sure I follow…?" Blake slowly got out. "That was…incredibly difficult."

"The evacuation orders implied that an overwhelming force was headed straight towards us," Pyrrha countered then outstretched her arms around her. "I certainly don't feel overwhelmed. I am completely whelmed, actually."

"What are you saying?" Weiss arched up an eyebrow, and Pyrrha frowned.

"That "attack", the one we just fought off to rescue a little girl, was not the actual attack. This entire time, ever since Brainiac invaded, his entire plan has been throwing me off. If he simply wanted us destroyed, he could have easily done so without needing to expend any of this. No armies, no drones, just do what he did with Shade and be done with it. But, instead, he throws down these endless hordes of robots. Why?" The others paused then looked at each other, each uneasy. After a moment, Weiss' eyes widened then she sharply turned her body towards Beacon.

"Oh, Gods…" she gasped in utter terror.

"Weiss?" Ruby asked in concern.

"I finally get it. These drones aren't trying to exterminate us." Weiss gulped. "They're…corralling us, forcing us into a singular point…making it easier to…" Weiss couldn't finish her sentence as tears began to gather at the corner of her eyes. Everyone looked towards Beacon with wide eyes as panic began to fill them.

"We have to warn them!" Ruby quickly declared. With a frantic nod, Jaune quickly pulled out his radio.

He never got the chance to speak as the ground suddenly erupted upward as drones jumped out of the pavement and surrounded them. Caught completely off guard, the students were helpless as the drones grabbed them with their metal claws, holding them in place while others began to beat them with savage punches and kicks. They all writhed in pain as they tried to break free, with Yang giving the greatest effort. All around her, she could see the others being beaten, their Aura's threatening to break with each blow. Yang, although feeling the pain, was merely biding her time as each blow powered her Semblance

'Just a little more…,' she thought to herself as she withstood the blows. She could see Ruby now as she too was being beaten. When, with a flash of red, her Aura broke and Ruby fell down with a yelp. Yang's eyes turned red as her hair began to blow brightly, but then everything stopped. The world seemed to go into slow motion as a drone raised its arm to fire upon Ruby, who looked up at it with fear filled eyes, only to suddenly stop. Instead, it grabbed her by the throat and lifted her up to eye level. It's purple eyes bored into her terrified yet defiant silver eyes. Then, startling everyone, it began to speak.

"Genetic anomaly detected. Proceed with priority extraction." The drones voice was monotone yet filled Yang and the others with dread. The word 'extraction' worried Yang the most as they all wondered what the drone had meant. Suddenly, a large shadow overcame them. Yang was unable to see, but she could tell it was the mothership.

"Yang…?" she and the others heard Ruby squeak out. Suddenly, a bright column of light beamed down onto Ruby and the drone holding her. As if gravity no longer held sway, Ruby and the drone began floating upwards. Now fully realizing what was about to happen, Ruby flailed, kicked and punched as she tried to free herself, to no avail.

"YANG!" she shouted as she entered the ship. Yang and the others stared helplessly as the ship flew away, straight towards Beacon Academy. As it did, Yang's vision turned red, and her hair glowed as intensely as the sun. Her whole body shook with rage as she forcibly rose to her feet, despite the raining of punches and kicks the drones were giving her.

"AAAAAGH!" she screamed and everything exploded into fire. The drones were sent flying off of her and her friends, chunks of metal hurtling skyward. Before anyone could react, Yang became a yellow blur as she started punching, kicking, and slamming into every single drone around her. A few tried to catch her again, only for Yang to grab the metal claw and use the drone like a ball-and-chain, twirling it around like a tornado. The drone slammed into multitudes of other drones, each blow denting the unfortunate drone until it was practically unrecognizable. The ambushers were quickly thinning, yet they still pressed on. The others were beginning to rise to their feet at this point, but Yang didn't care. She leapt high above the last group and, with a blast of Ember Celica, sent her slamming fist first into the concrete road. The resulting explosion shattered all nearby windows that weren't already shattered. Many drones were simply disintegrated from the pressure of the blast and heat while the ones on the far end flew into nearby walls and promptly flattened. As a mushroom cloud of dust rose, the light surrounding Yang finally died down, and everything went silent.

"Ruby…" Nora quietly muttered as she eyed the mothership. Off in the distance, they heard the roar of a bullhead as it approached, but none of them cared. Their attentions were squarely on the mothership, which now hung ominously over Beacon. The last Atlesian airship was firing its guns in futile defiance, but if Brainiac cared, he didn't show it.

Behind them, they faintly heard the bullhead land and the pilot shouting at them to get on board. Again, they didn't hear.

"He…he took my sister…" Yang softly spoke, her eyes still a soft blue. Her jaws then clenched and her teeth felt like they going to break, while her eyes turned blood-red. "HE TOOK! MY! SISTER!" she shouted with all the air in her lungs then turned to face the now frightened bullhead pilot. A quick look revealed he was the only person on the ship, and after a split second of thought, Yang stomped over to the bullhead. The others quickly followed after her.

"Ma'am, uh…" the pilot stammered as a furious Yang stared him down. "I am to, uh, evacuate you eight to Beacon Academy… Um, where's Leader Rose?"

"Brainiac took her." Yang's tone was sharp and to the point, and the pilot gulped.

"I'm sorry for your loss." Yang's silent stare was her only response, but the pilot pressed on. "Ma'am, I'm under orders to evacuate you all to Beacon. Plan G is about to commence, and—"

"You're not taking us to Beacon," Yang cut him off, causing him to sputter.

"What? I… I am under orders to—"

"You're not. Taking us. To Beacon," Yang repeated with added emphasis, her red eyes boring into his own. "That purple asshole kidnapped my sister, and took her aboard the mothership. You are going to get me inside."

"Us," Jaune quickly interjected. "You're going to get us inside." Yang looked back at her fellow blond. He nodded at her, as did all the others. Yang nodded back then looked right back at the pilot.

"Ma'am, I… I am under orders to…!" Yang's grip on the pilot intensified and he grew silent as she pulled him closer.

"Let me make this very clear," she whispered. "Either you get us on that ship, or I tie you up in the back and fly it in myself. You got that?" The pilot grew silent as he stared at the other students, who all glared at him or at the mothership. Finally, he nodded.

"Okay."

"James, listen to me," Ozpin pleaded as technicians hustled around the control center. All around them, scores of the last remaining bullheads flew into Beacon, dropped off their occupants before heading back out for more.

"I don't want to hear it, Ozpin," Ironwood waved him off. "We do not have the men or resources to board the mothership and destroy it from the inside. Doing so would be a suicide mission."

"And yet you're willing to destroy half of Vale in a stupid scorched earth tactic?" Qrow accused. "For Gods' sake, man, face it! Plan G won't work! This might!"

"Who would you suggest we send in, then?" Ironwood turned around to face Qrow directly. "In case you haven't noticed, all of our best fighters are either incapacitated, dead, or missing in action. You, Glynda, and Tai are too heavily injured for us to send any of you in, with Port and Oobleck in similar states, while Ozpin and I are needed to coordinate the defense. I could send in Winter, but not without a full team to back her up."

"There are other options, James," Glynda softly said. "There are always other options."

Ironwood sighed regretfully. "I'm sorry, Glynda, but I just don't—"

"Sir!" a technician called out, cutting the general off and directing everyone's attention. "Bullhead RT2012 is heading off course!"

"What?" Ironwood wheeled around in surprise. He had specifically ordered that bullhead to evacuate teams RWBY and JNPR to Beacon, one last favor for old comrades. To hear it was going off course immediately rang alarm bells in his head.

"That's Ruby and Yang's flight," Tai muttered, alarm filling his voice. The four immediately navigated their way towards the tech, who was frantically talking over the radio.

"Pilot, say again? Ruby Rose has been what?" the technician asked for clarification, Qrow's and Tai's increasing looks of panic going unnoticed by him.

"Ruby Rose has been captured by Brainiac and brought aboard the mothership! I repeat, Ruby Rose has been captured by Brainiac and brought aboard the mothership!" The pilot's voice echoed across the room as everyone grew silent. Ironwood, Ozpin, and Glynda all turned to look at the two men, who were now staring into the radio with terror filled eyes. They could practically hear their heartbeats, even from here.

"No…" they both breathed out, their voices barely above a whisper. Ironwood couldn't blame them, but he had to remain objective.

"We are deviating from Beacon to mount a rescue expedition onto the mothership! Requesting immediate air support and cover!" the pilot shouted over the radio. At once, Qrow turned towards Ironwood, as did everyone else. Ironwood stared back at Qrow before turning towards Ozpin then back at the technician. He tapped on his shoulder, who handed the radio to the general.

"Pilot, this is General Ironwood. You are to deviate from your present course and fly to Beacon immediately."

"WHAT!?" the brothers-in-law roared simultaneously.

"James, you're letting her die!" Glynda accused.

"And if I let them proceed, how many more will instead?" he shot back. "I'm sorry, but—"

"YOU DAMNED COWARD!" Qrow lunged for the general, forcing Glynda and Ozpin to hold him back. This, however, left Tai open to sock the general across the jawline with his cast-covered fist before Glynda finally managed to use her Semblance to keep him at bay. Ironwood rubbed his sore jaw as everyone glared at him, a mixture of rage and disappointment on their faces.

"That's not happening, General," Yang's voice suddenly spoke out over the radio, her voice harsh and uncompromising. "With or without that air support, we're getting on that ship and getting my sister back." At once, Ironwood turned back towards the radio, deliberately ignoring the looks of pride on Qrow's and Tai's faces.

"Xiao Long, I am ordering you to-!"

"James, a word?" Ozpin interrupted the general. He glared at this fellow headmaster before he sighed and walked over. Once they had a modicum of privacy, Ozpin began to speak. "James, help them. Give them the support they need, or they will die."

"Ozpin, they are only children!" he protested. "Going in there will only get them killed! I will not have that on my conscience."

"And yet you were willing to send them into the field here in Vale?" Ozpin's accusation silenced any retort the general might have had. Ozpin pressed on. "James, we both know the real reason why the Academies exist. It was not to safeguard the Relics, but to train humanity's next generation of defenders. All applicants knew the risks, knew that they were likely to live short, violent lives in defense of their peers, yet they joined anyway. Going into Brainiac's ship is no different than fighting him on Vale's streets. At least in there, we have a chance at stopping this."

"I…"

"James, please," Ozpin put his hand on Ironwood's shoulder. "Have faith in my students. I do, and it hasn't failed me yet."

A pregnant pause ensued between the two of them. All eyes were on the pair, each wondering what the outcome would be.

"Um, sir?" the technician hesitantly called out. "They are requesting confirmation of that air support?"

"Request…," Ironwood paused and looked around once more, then sighed. "Gods forgive me… Request granted. Ensign, notify the Pride of Atlas and all teams: Plan G is canceled. All ordinance is to be fired upon the mothership. They'll need a breaching point if they want to get inside. I want all fighters scrambled. RT2012 will need all the air support they can get. Evacuations are to proceed as instructed, but until further notice, all air support is to be redirected."

"Yes, sir!" the technicians saluted then immediately complied with their orders. Ironwood sighed and rubbed the back of his neck before looking at Ozpin.

"You got your strike team," he muttered before redirecting his attention back to the holo-table. "Let's just hope they can pull off a miracle."

High above Beacon, a single Atlesian warship hovered overhead. Fighters, both Atlesian and alien, screamed around it as they fired upon each other. Inside, hundreds of missiles, already primed and readied for launch, were inserted into tubes by tired deckhands, the automated processes having long worn out. Barrels had rounds loaded into them, laser cannons were charged, and fresh fighters overloaded with bombs and missiles. They all knew it was to be the last act they would perform. Slowly, the warship aligned itself with against the massive mothership. Every barrel, laser, and missile aimed at a singular point on the spaceship's hull. As a single bullhead neared the vessel at top speed, the order was given, and the sky exploded. Lasers, bullets, and missiles leapt from the warship and impacted against the mothership hull. The explosion sent shockwaves that knocked many fighters out of the sky, sending them crashing onto the streets below. The bombardment did not ease. Fighters now joining in on the bombardment, unloading every missile and bomb they had onto the point, which by now had been obscured by a massive fireball. Alien fighters swatted many Atlesian fighters out of the sky and then turned their attention onto the Atlesian warship, something they had previously ignored. Despite the renewed bombardment on their weakened hull, the warship continued their assault until all stores were dry, all missiles launched, and all bullets spent. As the smoke cleared, a small hole could be seen on the ship, and the crew couldn't help but cheer as the bullhead, dodging alien fighters as best it could, flew inside, despite a few blasts making contact.

The crew continued to cheer as the bullhead disappeared, only to stop once the mothership fired upon the Pride of Atlas, killing all aboard.

"We're coming in too hot!" the pilot screamed as he navigated the smoking bullhead through the hole. It had already begun to seal itself as they flew inside, with chunks and bulkheads expanding to fill in the gap and forcing the pilot to bob, weave, and dive around them. They had been hit several times already, and by now a trail of fire followed them.

"Keep it together, man! We almost got this!" Yang shouted over the roar of the engine. Her fingers had turned white from the grip she had on her armrest, and the seatbelt had begun to dig into her skin. Behind her in the cabin, the others were experiencing the same thing. Jaune in particular was holding tightly onto a nearby bar, his eyes closed shut. Pyrrha was clinging onto him tightly, as was Nora with Ren and Blake with Weiss. A loud explosion then rocked the bullhead, almost knocking everyone loose.

"What was that?!" Jaune shrieked.

"Dammit! I've lost steering!" the pilot shouted as he attempted to retain control. Up ahead, they saw a blinding light in front of them which they soon passed through. As their eyes adjusted, they found themselves surrounded by vast metal walls and platforms, lines of computer code running up the walls like water. They also realized they were heading towards a large catwalk at a very high speed, and they all subconsciously tensed.

"Brace for impact!" was the last thing any of them heard before everything went black.

"Ugh," Yang groaned as she slowly regained consciousness. Her memory was hazy, and she struggled to remember where she was and why. In an attempt to gather her bearings, she looked at the space around her and saw that she was lying in the co-pilot's seat of a crashed bullhead. They were lying on their side on a large metal catwalk. The walls around them were of a dark purple-grey metal, with green lines of code running up along its walls. At once, the memories came flooding back, and with a jolt Yang sat up straight, ripping the seatbelt off of her as she did. She looked to her left to look at the pilot, ready to rouse him, only to see his neck at an awkward angle, his chest unmoving.

"Dammit," she muttered and closed her eyes. She gave the pilot a moment of silence out of respect before turning around to look back into the cabin. Inside, she saw her friends sprawled on the floor, lying in a tangled heap of bodies. Gently, Yang maneuvered herself down into the cabin and closely examined them. To her immense relief, they were all breathing, and it appeared that their Aura's took the impact.

"Thank the Gods… Guys, guys wake up! Ruby needs us!" she gently shook Jaune in an attempt to rouse him. Soon enough, he began to groan and stir, to which Yang smiled.

"Yang? What happ… Oh, God," Jaune muttered as the memories came back. The others began to stir, rouse, and remember in turn. Soon, they exited the crashed bullhead and stood apart from it, carefully looking around and scanning for enemies.

"So, we're inside," Blake said. "What now?"

"Simple," Yang replied. "We find Ruby then blow this place straight to Hell."

"All right," Nora nodded enthusiastically. Jaune, on the other hand, looked more and more concerned.

"Uh, one problem with that. This ship is huge." Jaune's voice echoed along the walls, emphasizing his point. "Where do we even start?"

Yang moved to speak, but then stopped herself. He was right, after all. This ship was massive, and trying to find the right room would be like trying to find a needle in a haystack. It would be next to impossible. Briefly, the thought of them splitting up to cover more ground crossed her mind before she crumpled it up and trashed it. Splitting up in the heart of Brainiac's ship was probably the worst idea in the world, and she was not about to fall into that horror movie cliché.

"Well," she finally spoke up, "guess we're going to have to search the old fashioned way. Come on, let's start looking."

With a collective nod, the group turned and ran away from the crash site. Right now, the only thing on their mind was finding Ruby, and nothing else mattered.

Ruby jolted away as the world exploded into light around her. It was blinding and she couldn't move her arms or legs. Above her, white florescent lights shone straight into her eyes, and everything felt cold to the touch.

"Where…where am I?" she thought aloud as she lifted her head up to try and see more clearly. As she did, she noticed thick metal bands around her wrists and ankles, strapping her to a metal table. Equipment lied around her, a few showing a diagram of a DNA strand, with certain segments appearing to be highlighted.

"What is this?"

"It is your DNA," a metallic voice answered, causing Ruby to flinch. She turned her head towards the source, and her heart leapt into her throat. There, on the other side of the room and manipulating a monitor, was the person responsible for everything.

"Brainiac…" Ruby glared at the green-skinned alien, who turned his attention away from the monitor to look straight at her.

"Yes, I am Brainiac. You are Ruby Rose."

"You know who I am?"

"I do. My drones detected a genetic anomaly within you, one that piqued my curiosity. It is the only reason why you are still alive."

"Forgive me if I don't feel grateful."

"I suppose, from your perspective, that my actions may not warrant such a feeling." Brainiac turned back towards the monitor. "No matter. Your 'emotions' are the result of an underdeveloped cerebral construct, incapable of seeing the bigger picture."

"Tell me," Ruby growled, "what 'bigger picture' can possibly exist to justify your murder of millions!" Brainiac merely waved her off, dismissing her shouting like he was dealing with an unruly child.

"You wouldn't understand, so I won't even bother." He finished manipulating the monitor in front of him and backed away. A series of beeps greeted him, and with a contemplating look, he turned towards Ruby once again. "I do not know what secrets lie in your silver eyes, but I will find them."

With those parting words, Brainiac left, leaving Ruby strapped to the metal table. As he did, she heard a whirling noise above her, and with no small amount of fear saw a floating orb materialize above her. Spiked prongs hung out from its body, and a now trembling Ruby noticed how they were pointed at her. With increasing alarm, she noticed how the orb began to descend towards her, and something told her it wasn't for a pleasant experience. She whipped her head around, trying to find a way out of her predicament, when a red rose petal caught her attention. In her haste, she had accidentally used her Semblance, which meant at least part of her Aura was back. That realization gave Ruby an idea.

Quickly, Ruby began to vibrate herself, clouds of rose petals billowing off of her. The orb descended ever closer, the metal prongs spinning in anticipation. Just before it could reach Ruby, her hand was suddenly freed from the metal strap, having turned into rose petals and rematerialized outside of her bonds. Immediately, Ruby grabbed the vibrating drone and slammed it into her other bond, shattering both of them. She quickly sat up straight and grasped one of the dislodged prongs, reinforcing it with her Aura before driving it into the other bonds, freeing her feet one after another. Now free, she hopped off the table and began to look around. A sigh of relief escaped her as she saw the collapsed form of Crescent Rose lying on a table, two magazines of at most ten rounds each lying next to it. If she had to guess, he wanted to examine the inner workings of it, or at the very least the Dust rounds. All in all, she didn't care what his reasons were. He was a monster, and that was the end of it.

Besides, right now, the only thing she cared about was getting back to her team. With that in mind, and Crescent Rose now unfolded into its scythe, she ran out of the room and down the corridor, only to run right into a patrol of drones. They all stared at each other, an uncomfortable atmosphere developing between them.

"Hehheheh, well… This is awkward," Ruby chuckled, only to duck under a metal claw shooting out towards her. With a yelp, she dodged another one then responded with bursting into petals, reforming behind the patrol. With one clean sweep, she bisected the drones at the waist and as they fell lifeless to the floor, she ran in the opposite direction.

"Gods, this thing is big," Jaune whispered as they ran through the halls. They had been running through the corridors for quite some time now. A few times they heard the marching of a drone patrol, but the students had so far managed to avoid them. How, exactly, they did not know, but they weren't about to look a gift horse in the mouth.

"Yeah, but where are all the rooms?" Weiss quietly replied. That was something that all of them had noticed pretty quickly. For the size of the ship, there weren't many rooms. In fact, they hadn't come across one. If the heiress had to guess, that was simply due to the lack of any crew. Brainiac was likely the only living thing on the entire ship, outside of themselves, of course. There simply wasn't any need for a medical or crew quarters. Likely, the only rooms in this ship were for the engines, the bridge, and a laboratory, given what the drone had said about Ruby having a genetic anomaly and needing to be studied. That was what they were looking for.

Through deductive reasoning, they had figured that they had breached the ship towards the front end. Near its 'face', as Yang had described it. Based off of what limited knowledge they had, they figured that the bridge, if there was one, would be at the top of the ship while the engine room would be on the back end or bottom. That left the middle for the laboratory, which is where they were heading to now.

"When I get my hands on him," Yang growled. Her eyes were still red, having never shifted back to their normal lilac since Ruby was captured. None of them blamed her. After all, they felt the exact same way.

"We'll make him pay, Yang. Don't worry." Jaune patted her shoulder as they ran. She smiled faintly at the gesture while never ceasing her stride. They rounded another corner and it was intersecting a ramped hallway. After a moment's hesitation, the group turned left and headed downward. The ramp proved to be long and eventually turned into a spiral, but the group didn't mind. In actuality, the downward slope increased their speed, allowing them to reach the bottom more quickly. As they did, they were greeted by a large metal door with three purple dots sitting in the middle. Once again, they formed the triangle on Brainiac's head. They could only guess it was a symbol of some kind.

"If I were a betting woman," Pyrrha began as she gazed up at the door, "this is probably the lab."

"I'll take that bet." Yang walked forward and cracked her knuckles, only for Pyrrha to block her path with an outstretched sword.

"Allow me, Yang." Pyrrha smiled and sheathed her weapons. She gracefully walked forward to the door, placing her hands along its creased center. After taking a deep breath, Pyrrha began to strain herself and attempted to pry the doors open. At first, nothing happened, but then a faint black glow spread from Pyrrha's hands and up through the crease. A metallic groan was heard and metal squealed as, slowly but surely, Pyrrha forced the large doors to open.

"Oh my…god…" Jaune and the others gasped at the power Pyrrha was exhuming. Rivers of sweat rained down Pyrrha's head and halfway through she had collapsed onto her knees. Still, she kept up her efforts, despite beginning to keen in agony from the exertion. Finally, with one final push, she forced the metal doors to fully open and bent them around the edges, preventing it from closing behind them.

"There…opened…." Pyrrha was panting now, completely exhausted. Her vision was blurry and her ears rang, but she still heard faint footsteps walk towards her. Looking up, she saw the gloved hand of Jaune reaching down towards her, and with a smile she took it.

"That was… Thank you, Pyrrha." He helped her to her feet. Every day, it seemed his partner had more surprises within her.

"That was awesome, P-Money," Yang patted Pyrrha's shoulder before walking in. "Let's hope Ruby heard it."

"You think she'll come here? Even though she was-?"

"Trust me, I know my sister. He couldn't hold her for long." With a nod of silent agreement between the two of them, Jaune and Pyrrha followed after her, their weapons at the ready. Still exhausted, Pyrrha stayed near the back of the group, Jaune staying near her the entire time.

"This is definitely the lab," Weiss observed as she looked over the room. Inside there were more monitors and machines than she could count. Tubes, both big and small, lined the walls or in special pods, many with things Weiss didn't have an inkling of an idea on what they were. A few Dust crystals were being worked on by spherical drones with metal prods, but otherwise paid no attention to them. Briefly, she thought about how Brainiac was able to keep the Dust from going inert outside of Remnant's atmosphere, but quickly chalked it up to the ship still being in Remnant's atmosphere. Hopefully, they wouldn't break through it before they found Ruby and destroyed this thing. She paused at another collection of tubes, and their contents caused her to pale.

"Found the Grimm…" Weiss noted. Like with the Dust, spherical drones were examining the Grimm closely, with monitors displaying data in some alien language she couldn't hope to understand. The captive beasts were suspended in unrecognizable energy fields, unable to do so much as twitch, let alone bash their way to freedom or death as they would against normal restraints. Next to them were large vats filled with a viscous black liquid. In total, Weiss and the others saw at least a thousand specimens of different types, probably more. At the very least, it explained why the Grimm were gone from Vale: he had captured them for study.

When Brainiac first attacked, the resulting panic brought about the largest Grimm horde in recorded history. They had swarmed Vale in a sea of black, and she could only assume the other Kingdoms as well. Mountain Glenn had even exploded to reveal a massive Grimm Dragon, one that was so large, Grimm were spawning from its body. For a moment, everyone thought Brainiac had purposefully attracted the Grimm, that he was in league with them or perhaps even their master. That only lasted until small craft began abducting as many Grimm as possible, with many more being destroyed. This turned the Battle of Vale into a three-way brawl as the defenders fought off the Grimm and Brainiac's forces, who in turn fought both each other and the defenders. Eventually, though, the largest of Brainiac's ships managed to destroy the Grimm Dragon, albeit with considerable damage to its structural integrity. Damage that Ironwood readily exploited, destroying the large vessel and buying Vale some much needed reprieve. At the same time, the Grimm retreated from Vale, and hadn't been seen since.

"But where's Ruby?" Ren asked as he inspected another machine. This one intrigued him, as it was two large metal prongs embedded into the ground. In between the prongs, a clear, glass-like diamond was suspended in mid-air. What most intrigued him was the fact that, through the diamond, he couldn't see the metal hull of the ship they were on. Instead, he saw a never ending black void. It wasn't space, for there were no stars, no nebulas or planets. Just a vast void of nothing.

"Huh, what's that?" Nora pointed out into the diamond, drawing everyone's attention. Ren narrowed his eyes, trying to get a better look. Soon enough, he saw what Nora was referring to. Off in the distance, he saw a single entity. It was a massive, bipedal creature with large bone-white spikes sprouting off of its grey muscular body. White hair ringed the side of its bald head, but what was most striking were its eyes. They bored straight into everyone, and despite the distance between them, they could feel its hatred for everyone. A feeling that, should it get out, it would readily kill them all without a second thought was easily conveyed. Despite the superficial similarities, they instinctively knew that this being was far beyond any Grimm they'd have the misfortune of meeting.

"Let's…not mess with that thing…" Blake backed away from the imposing creature, as did the others. Even after they left the diamond behind, they could still feel its gaze follow them, and they shivered. As they walked on, they came across a pedestal with a strange metal cube lying atop it.

"Huh, wonder what this is?" Weiss asked as she picked it up. Immediately, she could feel the power within, more than anything she had ever held, and she was awed. "It's like…a million Dust crystals all packed into one. No, that's far too little."

"Think it's a bomb?" Blake asked as she eyed it, but Weiss shook her head.

"No, I don't think so. Whatever this is, it isn't a bomb."

"Still, it's obviously important," Yang said. "Take it with us. Better than letting Smart-Ass hold onto it."

"Alright," Weiss agreed and tucked the box under her arm. The group continued to walk further into the lab before they came across another large door. Yang pursed her lips and whistled before tapping her chin, deep in thought.

"Pyrrha, think you can open this one?" Yang asked as she looked up at the imposing threshold. Pyrrha shook her head.

"I don't think I can. That last door took a lot out of me." Pyrrha sounded remorseful, but Yang didn't hold it against her.

"It's okay, don't strain yourself. Nora, Vomit Boy, help me with this."

"When are you going to stop calling me Vomit Boy?" Jaune asked as he holstered his weapon.

"When you stop responding to it." Yang shot a smile at the boy who rolled his eyes. Nora chuckled at their antics before joining them. Together, with Jaune and Nora on one side and Yang at the other, they looked towards Weiss with a nod, who nodded in turn. The heiress them summoned a glyph and wedged it between the two halves of the door, and together they began to pull.

"Gods, this is heavy!" Jaune grunted as he continued to pry the door open. Slowly, a narrow gap appeared and was held in place.

"Go!" Yang ordered through the strain. Quickly, the other students all piled trough the gap, followed by Jaune, Nora, and finally Yang. As they let go, the doors groaned and tried to close on them, but a quick push to the side by the three kept them open. With heavy pants they hung down, propping their hands on their knees as they caught their breath.

"Phew…" Jaune sighed and wiped away a sheen of sweat on his brow. "That was…something."

"I'll say, Mr. Muscles," Nora laughed as she stood up straight then turned to face the others, who were staring at them. "So, where to–"

"Yang?" a soft voice sounded behind them. Immediately, they all turned around and saw its source, and Yang's eyes widened. There, on the other side of the door, they saw Ruby, alive and well. Without saying a word, Yang rushed forward as did her sister, who immediately embraced each other and cried. They collapsed onto their knees as they continued to cry tears of relief.

"How…how did you get out?" Yang asked as she slowly regained her composure.

"Brainiac, he… he left me alone," Ruby began to explain through her sniffles. "I was strapped to a table but I was able to use my Semblance to escape! I ran, trying to find a way out, but then I heard this loud noise coming from below. I got here as fast as I could." Ruby buried her face into Yang's shoulder as she cried again. "I was so scared…"

"It's okay, I'm here now." Yang rubbed the top of Ruby's head. "He's not going to hurt you or anyone else." The two continued to hug and Ruby allowed herself to smile.

"Guys… You need to see this," Jaune's voice rang out, his tone horrified. Everyone turned to look at him, seeing that he was standing in front of a glowing wall. From their position, they couldn't see what lied within the wall, but from his appalled expression, it couldn't have been good.

"What? What is… Oh my god…" Weiss covered her mouth in shock and horror as she walked up to Jaune, seeing exactly what he had been seeing.

"Jaune? Weiss?" Ruby shot up and out of Yang's arms while the others ran towards them. As they caught up and saw the glowing wall, they all gasped at the sight before them.

"It's…the cities…" Jaune couldn't even finish his sentence. There, inside of a deep cavern, floated large glass spheres, each glowing with a multitude of different lights. Inside those glass spheres, each larger than his chest, lied a miniaturized city. He would have dismissed them for models had he not seen the tiny creatures staring out of the spheres and at him.

"Atlas…Shade…Mistral…Kuo Kuana…" Blake breathed out heavily as she recognized the greatest of Remnant' cities. Along with them, she saw thousands of other cities, each with different, alien designs and architectures from what she could only assume where an equal number of alien planets. Inside each sphere, she could also see thousands of creatures, some familiar yet most completely alien, staring straight at her. Whether it was out of hope, desperation, or curiosity, she did not know.

"He wasn't destroying them…" Ren realized in abject horror. "He was shrinking them… Putting them into bottles…"

"That…bastard…" Yang seethed with rage before gasping. "He's going to do that to Vale. Oh, shit! We forgot to warn them!" With wide eyes, Jaune began to fumble for the radio and pulled it out, only to grit his teeth as he noted the busted device.

"Must have broken in the crash. Damnit!" he threw the broken device to the ground and cursed their tunnel vision.

"We've got to get to the bridge!" Ruby declared and ran to the open door. "We still have time to stop this!"

"What about the other cities?" Blake asked as she and the others ran after the red huntress.

"One problem at a time!" Ruby answered as they all sprinted out of the lab and up the spiraling ramp. Their legs strained as they continued to run upwards, never ceasing even as the spiral straightened. A few drones rounded a corner as they ran by and prepared to attack them, only for Ruby to decapitate them with a quick burst of petals before she continued to run upwards. As they did, they didn't notice how the metal box began to lightly glow and pulsate, their eyes only on their goal. Soon, the ramp began to spiral again, yet they still ran up it. Their legs began to burn as the ramp finally flattened out, ending in front of another large door. While the others paused to catch their breath, Yang continued forward and began to pound on the large door, her fists creating large dents.

"That will not be necessary," a monotone voice interrupted Yang's pounding as the doors hissed open. Inside, standing in front of a large glass screen overlooking a burning Remnant, was Brainiac. Metal cables were attached to his body from various different ports and outlets, and the circles on his forehead glowed intensely. "It appears that I underestimated your Aura's recovery period. That mistake will not happen again."

"Brainiac…" Yang hissed as her eyes turned red once more while Weiss quickly hid the metal box behind her back, suspended on a small glyph. "Do you even realize what you've done!?"

"You've seen my preservation," he plainly replied, as if he didn't care they were in his presence.

"Preservation?" Jaune walked forward, shock and disbelief on his face. "You call shrunken cities, with people inside, a 'preservation'!?"

"Yes," Brainiac replied, his back still turned to the students. "I do not expect you to understand my work, but what I do prevents cultures from dying and their accumulated knowledge from being lost."

"Enlighten. Us." Ren hissed as he drew Stormflower. "How does bottling cities 'preserve' my people?!"

"Hmm," Brainiac paused. A hiss of air escaped the ports on his body as, one by one, the cables detached themselves from his body. "Do you know what the most unique aspect of a civilization is? It is their culture, the sum of all the collected knowledge available to them. What I do is ensure that knowledge can last."

"What does bottling cities have to do with knowledge!?" Ruby snarled as she chambered her weapon, aiming it squarely on Brainiac's forehead. Once again, he didn't care.

"By preserving those cities, the greatest examples of a planet's culture, I am able to prevent that knowledge from dying. Your culture was on the cusp of collapse before I arrived, both from internal and external pressures. If not the Grimm by themselves, then then your societal rifts would have ripped it apart on its own and consumed itself, with the Grimm finishing you off. Now, those pressures cannot threaten it, and your culture is preserved for eternity within my archives."

"How noble." Weiss chambered her last remaining stores of Dust and readied herself. Beside her, Blake chambered Gambol Shroud and crouched down, holding both swords in her hands while Yang cocked Ember Celica, arms raised in a fighting posture.

"This is your last warning," Ruby began to say as Nora hefted her hammer. "Put our cities back and leave. Now."

"Or you'll kill me?" Brainiac asked, his face expressionless.

"That's the idea," Nora darkly answered.

"Others far greater than you have tried. They all failed." Brainiac's declaration was met with silence. Then, everyone sprang forward as they charged the green alien.

Ruby, using her Semblance, was the first to arrive as she burst into petals then reformed above the alien menace. As she began to fall down, she began to fire her weapon at him, the heavy caliber bullets ricocheting off of his armor. She frowned, noting how they had no effect. It appeared that Brainiac's armor was much more durable than his drones. Deciding that a change in tactics was in order, she expanded Crescent Rose back into its scythe mode and closed the gap between them, the bullets of her friends weapons pinging off of his armor, also doing nothing. They did, however, keep him distracted long enough for her to make contact. While she wasn't heavy enough to drive him to the ground, she was able to kick his head and use it as a springboard. With a flipping twirl, she swung her blade upwards and knocked into his chin, snapping his head upwards. As her feet touched the ground, she leapt forward to deliver a stab to where she assumed his heart was, only for the metallic alien to shift his body to the side and wrap his arm around Ruby's side. Helpless, she flailed as he lifted her up and brought her back down, stomach first, onto his raised knee. The air escaped from Ruby's lungs from the powerful blow, and she couldn't resist as he threw her to the side like discarded trash, ignoring the bullets still pinging off of his armor as he turned towards the others. As he did, Yang shot a shell behind her, using the recoil to close the gap just as he turned to face her.

"HUAAH!" Yang shouted as she delivered a flying punch to Brainiac, knocking him across the jawline. Not letting up, she rained down blows upon his chest, each blow rocking him back and forth as he was knocked into a nearby wall. He attempted to counter, only for a sheet of ice to freeze his arm solid. Leaping over her partner, Blake kicked Brainiac's face as hard as she could. His head snapped back but quickly recovered. With minimal exertion, he freed his arm from the block of ice and prepared to throw a punch of his own, only for Jaune to shield-charge the alien, knocking him off balance. Lying on top of the alien, Jaune began to slam down with his shield, using it as a bludgeon before attempting to stab, only for his arm to be caught by Brainiac's. Rising to his feet, Brainiac hurled Jaune into Weiss, who with a cry was knocked to the ground, while he turned to deflect another blow from Yang. The metal box flew out its perch behind her back and skidded across the floor, and the pulsating glow grew slightly brighter.

"Enough of this," Brainiac muttered as he stomped towards the fallen students, only to be intercepted by gunfire. Ren charged him, forcing Brainiac to shield his face as the bullets impacted his arm. As Ren neared, Brainiac threw a punch, one that Ren nimbly dodged and kicked off of. He slash Brainiac across the face and tried to deliver a spin kick, only for Brainiac to catch his leg. With a yelp, Ren was spun and slammed into the ground, and before he could recover, Brainiac stomped on him hard enough to dent the floor.

"REN!" Nora screamed as she ran towards the alien. With his ever present deadpan look, he kicked the fallen boy towards Nora, knocking the breath out of her as they flew backwards. Quickly, she got to her feet and charged forward, hammer raised high as she attempted to strike him down, only for Brainiac to catch the hammer with his bare hands.

"A futile endeavor." He didn't give Nora a chance to reply as he punched her three times in the gut in rapid succession, shattering the remains of her Aura and causing her to cough up bile. She crumpled to the ground and whimpered, clutching her stomach in an attempt to stop the pain before she too was kicked away, this time into Jaune, who managed to catch her. He sat her down to a nursing Weiss, a nasty bruise forming on her face while he himself had a split lip. Warm blood trickled out of it, a faint taste of copper on his tongue, but he didn't care as he glared at Brainiac. Blake was continuing her assault, his blows being absorbed by Blake's Shadows, but he was catching on remarkably fast. As Blake attempted to avoid another blow, she was blindsided by a sideways kick to her back. She screamed as she flew out and impacted a nearby console, shattering it as she herself rolled across the ground before finally stopping. As she attempted to lift herself upward, her Aura finally flickered out and she collapsed in a heap.

"Blake!" Yang yelled as she and Pyrrha charged towards the alien. Pyrrha hurled her spear at the back of Brainiac's head, who sharply turned around and caught the spear inches from his face. Not missing a beat, Pyrrha leapt out and kicked him in the chin and wrenched the spear from his hands. As she spun, she hurled her shield which impacted his forehead and begun to swing her sword with expert skill and precision. Any blows he threw were subtly deflected by her Semblance as she was joined by Yang, who delivered a powerful uppercut to his chin and knocked him back. As he staggered, Yang continued her assault, only for the alien to dodge underneath, elbow her in the throat, and throw her to the side as she gasped for breath then turned back to face Pyrrha. He did not move towards her, and Pyrrha frowned slightly as he rubbed his chin, keeping her shield towards him.

"Interesting," he responded, confusing the champion. "You're using your Semblance to deflect my arms away from you, keeping you from harm." Pyrrha's eyes were wide now as he stood up straighter.

"No matter. I have ways to compensate." The way he said it frightened her, but before she could react a loud noise shrieked above her. Pyrrha shot her head upwards only to see a massive claw shooting down towards her. Without thinking and operating on instinct, Pyrrha leapt backwards out of the way, forcing herself to and curve her body as another claw lunged for her. Seeing how she was about to land head first onto the metal floor, she thrust out her hands and quickly performed a perfect handspring, using her momentum to kick Brainiac in the chest. He briefly staggered back, allowing Pyrrha to press her advantage as she swung her sword and punched with her shield. As another claw lunged for her, she ducked under it and grabbed hold of it with her Semblance. With great strain, she twisted the claw until it hurtled towards Brainiac, who immediately intercepted with another claw from above, the force crushing them both. He briefly frowned, the largest showing of emotion they had seen since he'd arrived, but his face quickly returned to his characteristic deadpan look. To Pyrrha's worry, he did not appear winded while she was panting, a sheen of sweat covering her body from the exertion. Still, with more sluggish movements, she charged towards Brainiac to continue her fight, and as he threw another punch she attempted to deflect, only for her Semblance to fail. In an instant, she realized exactly what he had done. He had thrown all of those claws at her to exhaust her, knowing that she would use her Semblance to avoid the attack and to try and turn it around on him, that the strain would tire her out considerably. She attempted to block with her arm, only for the blow to shatter the remains of her Aura. A loud crack was heard as her arm fractured, followed by a scream of pain that was silenced by another blow to her head, knocking her unconscious. As she fell to the ground, Brainiac, lifted her body and threw her to the side.

"Pyrrha!" Jaune screamed as he charged towards the alien, sword at the ready. He swung downwards, only for Brainiac to catch the blade in this hand. With the other, he delivered a heavy barrage of powerful blows to Jaune's head, eventually shattering his Aura and driving him into the ground, thoroughly unconscious. As he prepared to stomp on Jaune's head, Ruby, having finally recovered, intercepted the fallen boy in a cloud of petals while Weiss blocked his foot with her Glyph, entrapping it. While Ruby tended to her fallen friends, Weiss formed an array of Glyphs around Brainiac. Forming a final one behind her, she launched towards the metallic alien, delivering swift slices as she bounced from glyph to glyph, expending the last of her Dust with each strike before finally stopping. Shrugging off the elemental strikes, he turned towards her, his attention now squarely on the heiress and away from the others, as she had planned.

"Your family's Semblance is most fascinating. So different in use and function from all the others," Brainiac mused as he tore his foot away from the glyph. "It's study will be most enlightening."

"I would rather die."

"Your survival is not needed for this process." Immediately, Brainiac unleashed metal tentacles from his back which swarmed the heiress, wrapping themselves around her. Before she could respond, he pulled her in close to deliver a powerful blow to her head, which she narrowly blocked with a glyph. Without missing a beat, Brainiac kneed her in the gut then slammed her into the ground, followed by three swift punches. The third shattered her Aura and he threw her to the side. As he walked away towards Yang, he idly noted that the last remaining huntresses were shooting at him, as they had been the entire time, but he paid it no heed.

"Surrender now," he coldly ordered. "You must see that it is lost."

"Burn in Hell," Yang countered then shot forward at Brainiac with a shotgun blast, fist outstretched. As she neared, Brainiac turned to the side and outstretched his arm, clotheslining the huntress and flipping her onto the ground. To her credit, she quickly rose to her feet and charged again, delivering powerful punches to the alien, who swiftly deflected each blow before countering with swift jabs to her face and knocking her into a nearby console with enough force to shatter it into a shower of sparks. As Yang staggered, Brainiac grabbed her head and brought it down onto his rising knee, knocking her back and allowing him to punch her across the jawline and spinning her around in a daze. She barely noticed when Brainiac lifted her up off the ground then slammed her back down. Not finished, he grabbed the back of her jacket, lifted her up and spun before releasing her, sending her flying into a wall with a loud clang. At this, her Aura finally shattered, yet she still tried to rise off the ground defiantly before collapsing. Ruby, having turned her attention towards her fallen partner, saw this with wide eyes as Brainiac lifted Yang off the ground, his fist clenched around her throat as he began to squeeze. The action roused Yang from unconsciousness, and with wide, terrified eyes began to choke and gasp for air, trying in vain to pry the hand from her throat.

"Yang!" Ruby screamed as she raced towards Brainiac, knocking herself into his arm and dislodging her sister while hitting him in the face with the blunt end of her scythe. With a quick burst of petals, she carried her gasping sister to safety, depositing her next to the others while she went back to face him head on. She raced towards the alien, turning into petals as she danced around him. She would reform to deliver a slice before bursting away as he tried to counter attack, reforming again to attack once more and repeating the process ad nauseum for several moments. Deep scratches finally began to appear on Brainiac's armor, having been worn down from the fighting, but it wasn't enough. With each use of her Semblance, Brainiac's attacks were getting closer and closer, and she herself was getting slower. Finally, as Ruby attempted another swing, Brainiac caught her weapon and held it in place, extending his tentacles around her arm. She tried to rip her arm free, but found that she couldn't. Immobilized, she couldn't stop Brainiac from delivering a powerful sideways kick to her side. She gasped as the blow ripped her from the tentacles hold and threw her to the side, causing her to roll on the ground before stopping at the feet of her friends, all lying on the ground. Shakily, Ruby propped herself up with Crescent Rose and stared defiantly at the slowly advancing alien, one of her eyes swollen shut while her lip was split.

"I… I…" she stammered before collapsing onto her knees. Brainiac continued to walk towards her, and with one final act of defiance she shifted Crescent Rose into a rifle and fired, hitting him in the head. The shot did nothing. When Brainiac calmly approached the kneeling girl, he violently brought his fist down on her head, shattering the remains of her Aura and knocking her to the ground. Her vision blurred and she almost passed out, but with tremendous effort was able to keep her from doing so.

"No…" Ruby grasped the pain as she attempted once more to push off the ground, tears threatening to pour out of her.

"As I said," Brainiac repeated before casually placing his foot on her head, pushing her to the ground and making her whimper, "a futile effort."

At that, he walked away back to his console. With a great amount of strain, Ruby forced herself to look at him as the cables reattached themselves to his body. The glass screen in front of him sprung to life and showed the city of Vale, and at once Ruby's eye widened.

"No…" she whimpered as Brainiac's ship fired upon Vale, engulfing it in a wave of light, which blinded her and roused the others from their unconscious states. As they took in the sight of the light, it died down to only reveal a crater where Vale once rested.

"Planet R2003T's preservation is now complete," Brainiac announced as he took it in. A ghost of a smile flashed across his face, only to disappear as soon as it arrived.

"You…heartless monster…" Ruby grunted out as she forced herself onto her knees. Brainiac ignored her as a holographic display appeared above him. A sinking feeling formed in Ruby's gut, but before she could call out, he pressed a button.

At once, a thin green beam shot down towards the planet, striking in the heart of what was once Vale. The beam burrowed its way deep into Remnant's crust and passed into the mantle. Not ceasing, it continued forward into the outer core before finally striking the inner core. Once there, the beam coalesced into an orb before exploding. The force destabilized the core, shattering it and causing a spontaneous collapse, which quickly spread across the entire planet. Fire erupted from large cracks along the crust, vaporizing the oceans in an instant as the atmosphere disintegrated. Large columns of fire and magma shot out like geysers, and what was once a world teeming with life was now a molten ball of fire. Even that did not last long, as one final crack appeared, one too many for the planet to handle. In an instant, the planet exploded, the shockwave buffeting Brainiac's ship and knocking the metal box closer to Ruby, who did not notice as it impacted her thigh. Neither did the others as they stared in silent horror at what was once their world, now floating chunks of smoldering rock.

"Y…you…." The words barely came out of Ruby's dry mouth. Her heartbeat thundered within her, and she didn't know what to do. "W…wh…why…?"

"I had no need of it to gather the knowledge needed," Brainiac explained as if it was obvious. "Remnant's cities will be preserved until such a time as I have gathered all the information I can from them. Then, I will dispose of them to allow for their capsules to be used for other cities."

"You…you monster, you…" Jaune gasped out in accusation, unable to finish his sentence. "How is…that preservation?"

"They do not need to be alive for them to be preserved," Brainiac calmly stated, his back still turned to them. "Only their collected knowledge. That is far more important than any lives lost."

"No…" Blake whimpered.

"Your feelings on this matter are inconsequential," Brainiac declared as he removed the tubing from his body. He turned back towards the students, prepared to recapture them for study, when he finally noticed the box beside them.

"The Mother Box…" he eyes actually widened as the metal box began to violently shake and glow. Everyone's attention was directed towards it as it recoiled away and began to pulsate wildly. The centers of each square moved and pulsed, segments flying out then back in like water, revealing a white glow beneath it. He sprinted towards them, tentacles reaching and his arm outstretched towards the shaking box, only for it to explode into light. At once, a column of light erupted around the fallen students. They screamed in fright as the Boom Tube pulsated around them and dragged them upwards towards it. As they passed, the ship began to shake violently from the force exerted, holes and tears appearing everywhere, above and below the bridge. From the shaking force, Brainiac's engines cut off, causing the ship to cease moving. Finally, as Ruby, now clutching the Mother Box like a lifeline, entered the Boom Tube, it collapsed in on itself, sending a shockwave that rocked the ship and its contents, knocking Brainiac to the ground and sending sparks flying everywhere. Explosions rocked the ship for a few moments and then ceased. Only then did Brainiac rise to his feet. With precise steps, he walked over to the location of the Boom Tube's creation, a large Omega sign now burned onto the ground.

"How did I not see this?" he muttered to himself as he ran over the battle in his head. Quickly an answer revealed itself, and Brainiac shook his head in frustration. He had been so focused on the battle, he had let the small device escape his view, despite the fact that the white-haired female walked in with it. He momentarily cursed himself for the lapse in judgement before moving on. Right now, the priority was fixing his ship. With the debris field around him, it would not be hard to gather the needed materials. Then, he would find out just where the Boom Tube had taken them. Once he did, he would find them again.

It did not matter where they went or who opposed him.

In a solar system far from Remnant's own, on the third planet in a system of eight, on one of the seven continents of the lush and fertile world, a man and a woman sat in a diner. They had known each other for years, been coworkers at the same newspaper. At first, they were just close friends, but that, over time, blossomed into something more.

"You were right," the brunette woman said as she drank her milkshake, "these are really good."

"What did I tell you?" The man smiled, his eyes mirthful as he looked through his glasses. "So thick you need a spoon."

"How'd you come across this place, anyway?"

"I saw it one day while I was with Bruce," the man revealed. "I saw it out of the corner of my eye and figured 'Why not?'. Been in love with the place ever since."

"I see," the woman nodded with a knowing smile. "Tell me, did Bruce join you?"

"You know how he is." He shrugged. "Diana liked it, though."

"Hah, I bet she did. She loves everything about Metropolis. Something tells me that if she had her way, Bruce would have been dragged along."

"Probably!" The man laughed along with the woman. Slowly, the laughter died down and they continued to eat their milkshakes and burgers in silence.

"Clark," the woman softly spoke, "I've…been meaning to ask you something…"

"What is it, Lois?" Clark asked in concern. Lois looked at him, a question she had been wanting to ask for years on her lips, but she sighed and shook her head.

"It's nothing, never mind. Let's just—" Lois was interrupted by a loud explosion that rang across the Metropolis air, attracting everyone's attention. Cars stopped on the street as people looked up into the sky, trying to find the source of the boom. Soon, it was followed by screams as people began to run. With a start, Clark and Lois left money on the table as they left the diner, Lois pulling out a pen and notepad as she did. Quickly, they saw a telltale phenomenon beginning to open over Metropolis, and Lois pursed her lips.

"A Boom Tube," she muttered as she quickly began jotting down on her notepad and pulled out her phone. "Jimmy, get over here! Boom Tube on corner of Fifth and West!"

"On my way, Lois!" Jimmy Olsen quickly replied before hanging up.

"Alright, Smallville! Come on, lets…" Lois Lane turned around to look for her junior, only to sigh as she noticed he was already absent. "Of course he's gone."

As the people around him continued to run, Clark Kent ran into a nearby alley. He tossed his glasses aside and continued to run, the people behind him not noticing as he ripped off his buttoned shirt, revealing a blue garment with a gold diamond in the center of his chest, a red S emblazoned on it. No one witnessed with Clark Kent shedding the rest of his clothes, revealing his blue and red outfit underneath, a red cape behind him.

Everyone cheered when Superman flew in and stopped in front of the Boom Tube, ready to face whatever came out.

[~][~]

Hello, everyone! I hope you all enjoyed this. This was just an idea that I've had for several months now and finally decided to put to paper. I love the DC universe and I love RWBY. Given how thematically similar the two franchises are, I figured it would make sense to cross them over. But, as I don't have a lot of time to really devote to this, only expect this first chapter. As of now, this is just intended to be a one-shot that could potentially turn into a full-fledged story once I have the time to devote to it.

Let me know what you guys think of this and if I should continue it. I really like this idea and hope you all enjoy!